Our Corporate Department at Lobb & Plewe, can help you with all of your business transactional needs. From inception of your business to consummating an exit strategy, we will provide you the full range of business transactional legal services throughout the entire life cycle of your business.
FORMING YOUR BUSINESS
- We will help you select the optimal legal entity to operate your business
- after making appropriate tax, liability, and management considerations.
- We will form your entity, including preparing and filing with the Secretary of State all necessary paperwork.
- We will prepare a shareholder agreement, buy-sell agreement, or operating agreement, as appropriate, between you and the other equity holders in the company, to outline your respective rights and obligations, including any rights of first refusal and buyout terms.
- To the extent your company requires capital from outside sources, we will negotiate and prepare the necessary equity or debt financing documents, including equity purchase agreements, loan agreements, promissory notes and private placement memoranda.
- We have extensive experience representing both companies and investors with respect to financing transactions.
- If you are receiving a loan from a bank or other institutional lender, we will review your loan documents.
It is critical to the success of your business to stay in compliance with the various rules and regulations applicable to your company, including the following:
- Maintaining a registered agent for service of process in the state of company formation and in every state where the company does business. An attorney at Lobb & Plewe is available to serve as your registered agent. In addition to ensuring time-sensitive materials are forwarded expeditiously, designating an attorney as your registered agent may also eliminate potentially inconvenient and embarrassing situations associated with being served legal papers on company premises.
- Filing annual reports with the Secretary of State. Nearly all jurisdictions, including California, require companies to file annual reports and pay the applicable fee to stay in good standing. Lobb & Plewe is available to track and file these annual reports on behalf of all of your companies. We can help you eliminate the risk of missed filings, costly penalties, the loss of good standing and, ultimately, the security of your business. We will track each of your entities, in each state, and their required filings throughout the year. We will perform status checks on each entity prior to filing the reports, notify you of any concerns, gather and prepare the required forms, request your approval or signatures (when necessary), advance fees on your behalf, and send you confirmation reports of the filings once completed.
- Maintaining board and shareholder meeting minutes and consents. Most corporations are required to maintain annual board and shareholder meeting minutes, electing directors and officers, as well as board and shareholder minutes or consents approving all material actions taken by the corporation. These minutes and consents are required to be maintained in a corporate minute book at the corporation’s principal office. It is critical to the security of the corporation’s shareholders that these minutes and consents be maintained. If corporate formalities such as this are allowed to fall by the wayside, it may be possible to hold the shareholders liable for the corporation’s obligations. At Lobb & Plewe, we are happy to prepare and maintain electronic files of your corporate minutes and consents, including your annual minutes. We will track and send you agendas and form minutes in advance of your meetings on an annual basis. Following receipt from you of any additions or changes to the minutes, or notes from your meetings, we will update your minutes accordingly and maintain electronic files. You will still need to maintain originals of the minutes and consents at the principal office of the corporation.
- In addition to the services outlined above, we offer “corporate name monitoring” and “litigation monitoring” services. Allowing your entity to lose good standing can lead to significant financial and legal consequences, including the loss of your entity’s ability to appear in court, hefty penalties, administrative dissolution, the loss of potential revenue and more. Your entity may lose its good standing if it fails to pay taxes, file annual reports, or maintain a registered agent. We can monitor the good-standing statuses of your entities and alert you whenever a status change occurs, so you can take steps to rectify the situation as quickly as possible. Similarly, our litigation monitoring service monitors any litigation filings against any of your entities. We’ll alert you whenever a filing occurs, so you can take steps to protect the interest of your entities.
- We will negotiate and prepare all contracts necessary or desirable for operation of your business, including, without limitation, vendor agreements, customer agreements, non-disclosure agreements, license agreements, and releases and waivers.
MERGERS AND ACQUISITIONS
- Whatever your goals, we will help you devise an appropriate exit strategy, whether by having the other equity holders in your company buy you out, or whether by disposing of your business through a merger or acquisition.
- We will negotiate and prepare all documents necessary or advisable, and file with the Secretary of State all necessary forms, to sell your company’s assets or equity interests or to merge your company into another entity.
- We represent both buyers and sellers in merger and acquisition transactions.